SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the Quarterly Period Ended September 30, 2001

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period __________ to __________

                         Commission File Number 1-12902


                       FRONTIER ADJUSTERS OF AMERICA, INC.
             (Exact name of registrant as specified in its charter)


             Arizona                                             86-0477573
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                     45 East Monterey Way, Phoenix, AZ 85012
                    (Address of principal executive offices)


                                 (602) 264-1061
              (Registrant's telephone number, including area code)


Former name, former address and former fiscal year, if changed since last report


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Number of shares of Common Stock outstanding on November 13, 2001      5,258,513
                                                                       ---------
<PAGE>
ITEM 1 - FINANCIAL STATEMENTS

                       FRONTIER ADJUSTERS OF AMERICA, INC.
                                AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                   Post-Merged Company    Pre-Merged Company
                                                    September 30, 2001       June 30, 2001
                                                   -------------------    ------------------
                                                       (unaudited)                (*)
<S>                                                    <C>                   <C>
                                     ASSETS
CURRENT ASSETS
  Cash and cash equivalents                            $  6,241,994          $  5,357,293
  Receivables                                             1,177,914             1,154,591
  Prepaid expenses                                          259,162               301,411
  Land and property available for sale                    1,136,564             1,232,351
  Other                                                     232,606               421,267
                                                       ------------          ------------
       TOTAL CURRENT ASSETS                               9,048,240             8,466,913
                                                       ------------          ------------

PROPERTY AND EQUIPMENT                                       97,182               544,552
  Less accumulated depreciation and amortization               (353)             (451,191)
                                                       ------------          ------------
                                                             96,829                93,361
                                                       ------------          ------------
OTHER ASSETS
  Receivables (long-term)                                   250,000               132,000
  Goodwill                                                6,085,768                    --
  Other                                                      83,246               209,981
                                                       ------------          ------------
                                                          6,419,014               341,981
                                                       ------------          ------------
       TOTAL ASSETS                                    $ 15,564,083          $  8,902,255
                                                       ============          ============
                                   LIABILITIES
CURRENT LIABILITIES
  Accounts payable                                     $     75,834          $     35,847
  Distributions payable                                   5,800,000                    --
  Current portion of long term debt                         555,556                    --
  Salaries payable and related benefits                      75,391               120,404
  Short term note payable                                   228,697               397,442
  Franchisee/licensee remittance payable                    196,011               214,525
  Accrued Income Taxes                                      152,478                    --
  Other                                                     200,721               256,548
                                                       ------------          ------------
       TOTAL CURRENT LIABILITIES                          7,284,688             1,024,766
                                                       ------------          ------------
LONG TERM LIABILITIES
  Debt, less current portion                              7,960,585                    --
  Deferred tax liability                                     24,895                    --
                                                       ------------          ------------
       TOTAL LONG TERM LIABILITIES                        7,985,480                    --
                                                       ------------          ------------
STOCKHOLDERS' EQUITY
  Common stock                                               52,586                90,191
  Additional paid in capital                                241,170             2,104,413
  Treasury stock                                                 --              (184,068)
  Other                                                          --                28,613
  Retained earnings                                             159             5,838,340
                                                       ------------          ------------
                                                            293,915             7,877,489
                                                       ------------          ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY               $ 15,564,083          $  8,902,255
                                                       ============          ============
</TABLE>

* Condensed from audited financial statements.

The accompanying notes are an integral part of these condensed statements.

                                        2
<PAGE>
                       FRONTIER ADJUSTERS OF AMERICA, INC.
                                AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                 Post-Merged
                                                   Pre-Merged Company              Company
                                              -----------------------------     -------------
                                              Three Months                      September 29
                                                 Ended         Period Ended       through
                                              September 30,    September 28,    September 30,
                                                  2000             2001             2001
                                               -----------      -----------      -----------
<S>                                            <C>              <C>              <C>
REVENUE
  Continuing licensee and franchisee fees      $ 1,390,157      $ 1,628,384      $        --
  Adjusting fees                                   204,508               --               --
                                               -----------      -----------      -----------
                                                 1,594,665        1,628,384               --
                                               -----------      -----------      -----------
COST AND EXPENSES
  Compensation and employee benefits               377,892          434,543               --
  Office                                            72,598          126,684               --
  Advertising and promotion                         25,423           44,607               --
  Depreciation and amortization                     47,125           21,267              565
  Bad debt expense                                  23,705            3,906               --
  Services performed by UFAC                        95,275            4,269               --
  Other                                            276,239          257,588               --
                                               -----------      -----------      -----------
                                                   918,257          892,864              565
                                               -----------      -----------      -----------
INCOME (LOSS) FROM OPERATIONS                      676,408          735,520             (565)
                                               -----------      -----------      -----------
OTHER INCOME
  Interest income                                   53,852           31,895              822
  Other (Net)                                        9,785           24,542              (98)
                                               -----------      -----------      -----------
  TOTAL OTHER INCOME                                63,637           56,437              724
                                               -----------      -----------      -----------
  INCOME BEFORE INCOME TAXES                       740,045          791,957              159

INCOME TAXES                                       263,049          349,018               --
                                               -----------      -----------      -----------
  NET INCOME                                   $   476,996      $   442,939      $       159
                                               ===========      ===========      ===========
EARNINGS PER SHARE
  Basic                                        $       .05      $       .05      $        --
                                               ===========      ===========      ===========
  Diluted                                      $       .05      $       .05      $        --
                                               ===========      ===========      ===========
WEIGHTED AVERAGE SHARES OUTSTANDING
  Basic                                          8,957,660        8,957,660        5,258,513
                                               ===========      ===========      ===========
  Diluted                                        8,957,660        8,957,660        5,258,513
                                               ===========      ===========      ===========
</TABLE>

The accompanying notes are an integral part of these condensed statements.

                                        3
<PAGE>
                       FRONTIER ADJUSTERS OF AMERICA, INC.
                                AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                               Post-Merged
                                                  Pre-Merged Company             Company
                                             -----------------------------    -------------
                                             Three Months                     September 29
                                                 Ended       Period Ended        through
                                             September 30,   September 28,    September 30,
                                                 2000            2001             2001
                                             -------------   -------------    -------------
<S>                                            <C>             <C>              <C>
NET INCOME                                     $ 476,996       $ 442,939        $     159

OTHER COMPREHENSIVE INCOME (NET OF TAX)
  Foreign currency translation adjustments          (649)            269               --
                                               ---------       ---------        ---------
OTHER COMPREHENSIVE INCOME                          (649)            269               --
                                               ---------       ---------        ---------

COMPREHENSIVE INCOME                           $ 476,347       $ 443,208        $     159
                                               =========       =========        =========
</TABLE>

The accompanying notes are an integral part of these condensed statements.

                                        4
<PAGE>
                       FRONTIER ADJUSTERS OF AMERICA, INC.
                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                          Post-Merged
                                                            Pre-Merged Company              Company
                                                       ------------------------------    -------------
                                                       Three Months                      September 29
                                                           Ended        Period Ended        through
                                                       September 30,    September 28,    September 30,
                                                           2000             2001             2001
                                                       -------------    -------------    -------------
<S>                                                     <C>              <C>              <C>
NET INCOME                                              $   476,996      $   442,939      $       159
                                                        -----------      -----------      -----------
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
  Depreciation and amortization:                             47,125           21,267              565
  (Gain) on sale of license                                    (947)         (13,850)              --
  Bad debt expense                                           23,705            3,906               --
Change in assets and liabilities:
(Increase) decrease in:
  Receivables                                                87,274          103,613             (724)
  Prepaid expenses                                           14,186           42,249               --
  Other                                                     (45,677)         178,923               --
Increase (decrease) in:
  Accounts payable                                           12,189           39,987               --
  Salaries payable and related benefits                     (56,173)         (45,013)              --
  Franchisee and licensee remittance payable                 27,655          (18,514)              --
  Other                                                     319,048           96,651               --
                                                        -----------      -----------      -----------
  Total Adjustments                                         428,385          409,219             (159)
                                                        -----------      -----------      -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES         905,381          852,158               --
                                                        -----------      -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Capital Expenditures                                         (997)         (16,299)              --
  Proceeds from held-to-maturity investments                  6,177               --               --
  Proceeds from sale of land and property
  available for sale                                             --           95,787               --
  Proceeds from sales of license                              5,182           21,433               --
  Advances to licensees and franchisees                    (760,799)        (500,216)              --
  Collections of advances to licensees and
  franchisees                                               812,616          600,103               --
                                                        -----------      -----------      -----------
NET CASH PROVIDED BY INVESTING ACTIVITIES                    62,179          200,808               --
                                                        -----------      -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on short term note payable                           --         (168,745)              --
                                                        -----------      -----------      -----------
NET CASH (USED IN) FINANCING ACTIVITIES                          --         (168,745)              --

EFFECT OF EXCHANGE RATE CHANGES ON CASH                      (1,008)             480               --
                                                        -----------      -----------      -----------

NET INCREASE (DECREASE) IN CASH                             966,552          884,701               --
  Cash at beginning of period                             2,132,297        5,357,293        6,241,994
                                                        -----------      -----------      -----------
  Cash at the end of period                             $ 3,098,849      $ 6,241,994      $ 6,241,994
                                                        ===========      ===========      ===========
Supplemental disclosures of Cash Flow information:
Cash paid during the period
  Income Taxes                                          $    81,524      $    16,759      $        --
  Interest                                              $        --      $     4,995      $        --
</TABLE>

The accompanying notes are an integral part of these condensed statements.

                                        5
<PAGE>
                       FRONTIER ADJUSTERS OF AMERICA, INC.
                                AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


(1)  BASIS OF PRESENTATION

     The  financial  information  included  herein is unaudited;  however,  such
     information reflects all adjustments (consisting solely of normal recurring
     adjustments) which are, in the opinion of management,  necessary for a fair
     statement  of  results  of  operations  for  the  interim  periods.   These
     statements   are  condensed  and  therefore  do  not  include  all  of  the
     information  and  footnotes  required by  accounting  principles  generally
     accepted in the United States of America for complete financial statements.
     The  statements  should  be  read  in  conjunction  with  the  consolidated
     financial  statements and footnotes included in the Company's Annual Report
     on Form 10-K for the year ended June 30,  2001.  The results of  operations
     for the  period  that  began  July 1, 2001 and  ended  September  28,  2001
     ("period ended September 28, 2001") are not  necessarily  indicative of the
     results to be expected for the full year.

(2)  MERGER TRANSACTION

     At a Special Meeting of Shareholders held September 28, 2001, the Company's
     shareholders  approved  and  adopted a Plan and  Agreement  of Merger  (the
     "Plan") and the  transactions  contemplated by the Plan. The term "Company"
     refers  to  Frontier   Adjusters  of  America,   Inc.   together  with  its
     subsidiaries.   When   required  to   differentiate   between  the  Company
     pre-merger,  and the Company post-merger,  the term "Pre-Merged Company" is
     used to refer to Frontier  Adjusters  of America,  Inc.  together  with its
     subsidiaries  prior to the merger and its related accounting  effects,  and
     the term  "Post-Merged  Company" is used to refer to Frontier  Adjusters of
     America,  Inc.  together  with its  subsidiaries  after the  merger and its
     related accounting effects.

     The Plan was approved and adopted by a vote of approximately  6,680,000 out
     of approximately  7,335,000 votes  represented at the Special Meeting.  The
     merger  contemplated  by the Plan became  effective on September  28, 2001,
     with the Company as the surviving entity.  As a result,  the Company merged
     with MM Merger  Corporation  ("MM  Merger"),  a wholly owned  subsidiary of
     Merrymeeting,  Inc.  ("MMI"),  a newly formed Delaware  corporation that is
     owned by John M.  Davies,  the  Company's  Chairman  of the Board,  and IVM
     Intersurer BV ("IVM"),  a Netherlands  holding company that  specializes in
     investing in insurance-related  businesses.  As of the close of business on
     September 28, 2001, MMI is the Company's sole  shareholder  and trading was
     halted in the Company's  common stock. The Company will cease to be subject
     to the reporting  requirements  of the Securities  Exchange Act of 1934, as
     amended, as of December 29, 2001.

     Under the terms of the Plan, each outstanding share of the Company's common
     stock, other than the shares held by MMI, has been converted into the right
     to receive $1.58 in cash, without interest.  At September 28, 2001, cash of
     $5,844,652 (funded by MMI) was held by the Company's transfer agent to fund
     the conversion of stock into cash.

     For accounting purposes,  the Company established a new basis of accounting
     due to MMI's acquisition of 100% ownership in the Company.  These financial
     statements  include the acquisition  cost utilizing "push down"  accounting
     and they  include  the  operating  activity  from  the date of  acquisition
     through  September  30, 2001. In  accordance  with the  provisions of "push
     down" accounting,  goodwill and debt were recorded on the Company's balance
     sheet.  As reflected on the September 30, 2001 balance  sheet,  the Company
     recorded  debt of  $8,516,000  and a prelimary  allocation  of the purchase
     price to goodwill from MMI's purchase of the Company of $6,086,000.  As the

                                        6
<PAGE>
     "push down" is a noncash  transaction,  the goodwill and debt  reflected on
     the Company's  balance sheet did not have any effect on the Company's cash.
     On September 29, 2001, the Company  declared a $5,800,000  distribution  to
     MMI  payable in the second  quarter of this  fiscal  year.  For  accounting
     purposes,  the Company is treated as two separate entities,  the Pre-Merged
     Company  for the period  that began  July 1, 2001 and ended  September  28,
     2001, and the  Post-Merged  Company for the period that began September 29,
     2001 through September 30, 2001.

(3)  NEW ACCOUNTING PRONOUNCEMENTS

     In July 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
     Statement 141, BUSINESS COMBINATIONS.  Statement 141 eliminates the pooling
     method for accounting for business  combinations,  requires that intangible
     assets that meet certain criteria be reported  separately from goodwill and
     requires  negative  goodwill  arising  from a  business  combination  to be
     recorded as an extraordinary  gain. The Company adopted  Statement 141 this
     fiscal year and has not yet  completed  its full  assessment of its effects
     and is uncertain as to the impact.

     The FASB also issued Statement 142, GOODWILL AND OTHER INTANGIBLES, in July
     2001.  Statement  142  eliminates  the  amortization  of goodwill and other
     intangibles  that are  determined to have an  indefinite  life and requires
     that, at a minimum,  annual  impairment tests be conducted for goodwill and
     other intangible assets that are determined to have an indefinite life. The
     Company  adopted  Statement  142 this fiscal year and has not yet completed
     its full assessment of its effects and is uncertain as to the impact.

     The allocation of the purchase price to the underlying assets has been done
     on a preliminary basis and is yet to be finalized. As Statement 141 and 142
     would only affect two days of  operation,  management  has  determined  any
     effect to be immaterial.

     In  October  2001,  the  FASB  issued  Statement  144,  ACCOUNTING  FOR THE
     IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS.  This Statement  addresses the
     financial  accounting  and  reporting  for the  impairment  or  disposal of
     long-lived  assets and supercedes  FASB  Statement 121,  ACCOUNTING FOR THE
     IMPAIRMENT OF LONG-LIVED  ASSETS AND FOR  LONG-LIVED  ASSETS TO BE DISPOSED
     OF, and the  accounting  and  reporting  provisions  of APB Opinion No. 30,
     REPORTING  THE RESULTS OF OPERATIONS - REPORTING THE EFFECTS OF DISPOSAL OF
     A SEGMENT OF A BUSINESS, EXTRAORDINARY,  UNUSUAL AND INFREQUENTLY OCCURRING
     EVENTS AND  TRANSACTIONS",  for the disposal of a segment of a business (as
     previously defined in that Opinion).  Statement 144 also amends ARB No. 51,
     CONSOLIDATED   FINANCIAL   STATEMENTS,   to  eliminate   the  exception  to
     consolidation for a subsidiary for which control is likely to be temporary.
     The provisions  for this  Statement are effective for financial  statements
     issued for fiscal years beginning  after December 15, 2001.  Management has
     not yet completed  its full  assessment of the effects of Statement 144 and
     is uncertain as to its impact.

                                        7
<PAGE>
(4)  LONG TERM DEBT

     A summary of the  Company's  long term debt  consisted of the  following on
     September 30, 2001:

     Term loan  payable  to Fifth  Third Bank  (Northeastern  Ohio)
       ("Bank - NE")  secured  by a pledge and lien on all of MMI's
       5,258,513  shares of common stock in the Company.  Principal
       payments are due in equal monthly  installments  on the last
       day of each month in arrears, beginning on February 28, 2002
       with a final payment due on April 30, 2006. Interest accrues
       at the bank prime rate plus 125 basis points.                  $4,000,000
     Term loan  payable  to Bank - NE  secured by the assets of MMI
       and the Company. Principal payments are due in equal monthly
       installments  on the  last  day of each  month  in  arrears,
       beginning on February  28, 2002 with a final  payment due on
       April 30, 2006. Interest accrued at bank prime rate plus 175
       through  September  30, 2001 then  dropped to the bank prime
       rate plus 125 basis points for the remainder of the loan.       1,000,000
     Term loan payable to Fifth Third Bank ("Bank"), unsecured. The
       entire  principal plus all accrued and unpaid  interest will
       be due and payable on October 30,  2003.  Interest  payments
       are made on the last day of each  month in arrears at a rate
       of 21% per annum.                                               3,000,000
     Demand note  payable  to IVM at a per annum  rate equal to the
       bank prime rate less 100 basis points,  to be adjusted every
       October  31st and April 30th.  Entire  principal  and unpaid
       accrued  interest  is due on the  earlier of (1) demand upon
       IVM or (2) April 30,  2008.  All amounts due under this note
       are subordinate to debt owed to Bank and Bank - NE.               516,141
                                                                      ----------
     Total Debt                                                        8,516,141
                                                                      ----------
     Less: Current Portion                                               555,556
                                                                      ----------
     Total Long Term Debt                                             $7,960,585
                                                                      ==========

(5)  SUBSEQUENT EVENTS

     On  October  1, 2001,  the  Company  entered  into an  agreement  to borrow
     approximately  $423,000 from MMI.  Interest  shall accrue at the prime rate
     plus 125 basis points and the note shall be payable in full within ten days
     after written demand by MMI.

                                        8
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The  statements  contained  in this  Report  on Form  10-Q  that are not  purely
historical are forward looking  statements  within the meaning of Section 27A of
the  Securities  Act of 1933,  as amended,  and  Section  21E of the  Securities
Exchange Act of 1934, as amended,  including  statements regarding the Company's
"expectations",    "anticipation",    "hopes",   "intentions",   "beliefs",   or
"strategies" regarding the future. Forward looking statements include statements
regarding  revenue,  margins,  expenses and earnings analysis with regard to the
Company  or with  regard to the  Company's  licensees  and  franchisees  for the
remainder  of fiscal  2002 and  thereafter;  improvement  of,  and growth in the
number of, licensees and  franchisees;  future spending on marketing and product
development  strategy;  statements  regarding  the  outcome of  litigation;  and
liquidity and anticipated availability of cash for operations,  acquisitions, or
payments of dividends.  All forward looking statements included in this document
are based on  information  available  to the Company on the date of this Report,
and the  Company  assumes  no  obligation  to update  any such  forward  looking
statement.  It is  important to note that the  Company's  actual  results  could
differ  materially  from those in such  forward  looking  statements.  Among the
factors that could cause  actual  results to differ  materially  are the factors
discussed in this Report and any other reports filed with the SEC, including but
not limited to the extent of nature and natural  disasters in  geographic  areas
serviced  by  the  Company  or by  its  licensees  and  franchisees;  management
decisions by insurance  companies and  self-insureds to increase or decrease the
degree to which they contract for services offered by the Company, its licensees
or  franchisees;  the  Company's  ability to identify and attract new  qualified
licensees  and  franchisees;  the  success  of  the  Company's  promotional  and
marketing  programs;  the  Company's  ability  to  successfully  manage  offices
reacquired from existing licensees and franchisees;  and uninsured liability for
acts or omissions of the Company's employees, licensees, or franchisees.

FINANCIAL CONDITION, LIQUIDITY AND FINANCIAL RESOURCES - THREE MONTHS SEPTEMBER
30, 2001

The Company  historically  financed its growth and on-going operations with cash
generated  from  operations.  In the three months ended  September 30, 2001, the
Company's  operations  generated  $852,000 in cash. The most  significant  items
reconciling  net  income to cash  provided  by the  Company's  operations  are a
decrease in receivables of $104,000, a decrease in other assets of $179,000,  an
increase in other  liabilities  of $97,000,  a decrease in salaries  payable and
related  benefits of $45,000,  an increase in accounts payable of $40,000 and an
decrease in prepaid expenses of $42,000.

Receivables  declined as the receivables  associated with the adjusting  offices
previously  owned by the Company have  declined as a result of the sale of these
offices in the fourth quarter of the last fiscal year. Furthermore,  the Company
reduced the loans given to franchisees and licensees.  Other assets decreased by
$179,000 due to a reduction in the Company's  income tax refund and deferred tax
assets.  Other liabilities  increased by $97,000 primarily due to an increase in
the  Company's  income  tax  payable.  Salaries  payable  and  related  benefits
decreased  as bonuses  accrued at the end of the prior fiscal year were paid out
in the three months ended September 30, 2001.  Accounts payable increased as the
Company had a larger  number of bills due at the end of the period that were not
paid until the next quarter,  and prepaid expenses  decreased as the Company had
paid the  majority of its annual  insurance  premiums in the last quarter of the
prior fiscal year and is expensing the premiums over their policy lives.

For  the  three  months  ended  September  30,  2001,  the  Company's  investing
activities  provided $201,000 in cash. The most significant items affecting cash
generated from  investing  activities are $500,000 given as advances or loans to
licensees and franchisees, $600,000 in collections on advances or loans given to
licensees  and  franchisees  and $96,000 in proceeds from the sale of a building
and land that was available for sale.

For  the  three  months  ended  September  30,  2001,  the  Company's  financing
activities  used $169,000 in cash. The cash used in financing  activities is the
result of payments  made on a short term note that the Company  entered  into in
the fourth quarter of the prior fiscal year.

                                        9
<PAGE>
Based on the  Company's  results for the three months ended  September 30, 2001,
the Company  anticipates  that during fiscal 2002 its  operations  will generate
sufficient cash to fund its operations and equipment  acquisitions.  The Company
projects  that its capital  expenditures  for  equipment  will be  approximately
$100,000 for this fiscal year.

The Company's ratio of current assets to current liabilities was 1.24 to 1 as of
September 30, 2001 and 8.26 to 1 as of June 30, 2001.  The decrease is primarily
the result of the  distribution of $5,800,000  declared on September  29,2001 to
MMI, the Company's sole shareholder.  Approximately $5,377,000 will be funded by
the Company's available operating cash and the remaining $423,000 will be funded
by a loan from MMI.

PRE-MERGED COMPANY - PERIOD ENDED SEPTEMBER 28, 2001 COMPARED TO THREE MONTHS
ENDED SEPTEMBER 30, 2000

REVENUE

The Company's revenue increased $33,000, or 2.1%, to $1,628,000 this period from
$1,595,000 in the three months ended  September 30, 2000. The increase  consists
of a  $205,000  decrease  in  adjusting  revenue  and  a  $238,000  increase  in
continuing licensee and franchisee fees.

The Company did not generate any adjusting  fees for the period ended  September
28, 2001 as the last of the adjusting  offices owned by the Company were sold in
the fourth  quarter of fiscal 2001.  Adjusting  revenue  therefore  decreased by
$205,000, the revenue generated in the three months ended September 30, 2000.

The Company's  revenue from  continuing  licensee and franchisee  fees increased
$238,000, or 17.1%, from $1,390,000 in the three months ended September 30, 2000
to $1,628,000 in the period ended September 28, 2001. This increase  reflects an
increase in the number of licensees  and  franchisees  as well as an increase in
claims assignments from insurance companies and self-insureds.

The Company's  revenue was affected by numerous matters  including the workloads
of other companies and claims presented by their clients. Based on the Company's
past  experience,  the  Company is unable to project  its  future  revenue.  The
Company has  historically  seen growth in the licensee and franchisee fees paid.
To further  enhance  revenue  growth,  the  Company  continues  to  develop  and
implement  sales  and  marketing  efforts  to take  advantage  of the  Company's
geographic diversity as well as the unique strengths of its individual licensees
and franchisees.

COMPENSATION AND FRINGE BENEFITS

Compensation  and  employee  benefits  represent   approximately  48.7%  of  the
Company's  operating costs and expenses and represent the largest single item of
expense.  These expenses increased $57,000, or 15.1%, from $378,000 in the three
months ended  September  30, 2000 to $435,000 in the period ended  September 28,
2001. The increase is primarily attributed to increases in officers' salaries of
$82,000,  administrative staff salaries of $22,000, bonuses of $16,000 and other
compensation of $24,000 and a decrease in adjusters' salaries of $89,000.

The increase in officers' and administrative staff salaries relates to employees
gained  as a  result  of MMI's  purchase  of the  Company's  stock  from  United
Financial Adjusting Company ("UFAC"),  the Company's majority shareholder at the
time.  Prior to MMI's purchase,  UFAC provided the Company with various services
pursuant to a service  agreement.  The service agreement was terminated on April
30, 2001 in connection  with MMI's purchase of the Company's stock from UFAC. As
a result, the Company gained four employees that had previously provided certain
services covered in the service agreement, therefore increasing salaries expense
in the period  ended  September  28, 2001 as compared to the three  months ended
September 30, 2000. Due to the  additional  employees as well as a change in the
bonus structure for existing  employees,  bonus and other compensation  expenses
have also  increased.  Adjusters'  salaries  decreased  as the Company no longer
employed the  adjusters in the adjusting  offices sold in the fourth  quarter of
fiscal  2001.  The  Company  anticipates  a continued  increase in  compensation
expenses.

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<PAGE>
SERVICE FEES

From April 30, 1999 through April 30, 2001, the Company had a service  agreement
with UFAC  whereby the Company paid a $25,000  monthly fee for certain  services
provided  by UFAC.  Services  included  under this  agreement  were  management,
marketing,  technology,  human  resource  support and  accounting  and reporting
support.  The Company did not incur any fees related to this  agreement  for the
period ended  September 28, 2001 as the  agreement was  terminated in the fourth
quarter of the prior fiscal year,  but did incur  $75,000 in service fees in the
three months ended September 30, 2000.

The  Company  also  paid UFAC for  services  performed  beyond  the scope of the
service agreement.  These services consisted mainly of computer  consulting fees
and telephone  support for the Company's  24-hour hotline.  For the period ended
September 28, 2001 and the three months ended  September  30, 2000,  the Company
paid $4,000 and $20,000,  respectively,  for services provided by UFAC that were
not within the scope of the service agreement.

As a result of the sale of UFAC's  shares in the  Company  to MMI,  the  service
agreement  with UFAC was cancelled on April 30, 2001.  For a fee per call,  UFAC
continues  to provide  the Company  with  telephone  support  for the  Company's
after-hour hotline.

EXPENSES OTHER THAN COMPENSATION AND FRINGE BENEFITS AND UFAC SERVICE FEES

The Company's operating expenses other than compensation and fringe benefits and
UFAC  service  fees  increased  $9,000,  or 2.0%,  from the three  months  ended
September 30, 2000 to the period ended  September 28, 2001. The principal  items
affecting  these  expenses  are:  decreases of $51,000 in  accounting  services,
$26,000  in  depreciation  and  amortization,  $20,000 in bad debt  expense  and
$14,000 in legal fees; and increases of $54,000 in office  expenses,  $25,000 in
general insurance and $20,000 in advertising and promotion expenses.

Legal fees and accounting  services have decreased in the period ended September
28,  2001 as  compared  to the three  months  ended  September  30,  2000 due to
preparation for the  contemplated  merger with UFAC in the last fiscal year that
was later abandoned.

Depreciation  and  amortization   expense  decreased  during  the  period  ended
September  28, 2001 as compared to the three months ended  September 30, 2000 as
the Company had placed its land and  buildings  for sale in the last  quarter of
the prior  fiscal  year.  As a result,  the Company  did not incur  depreciation
related to these  properties in the period ended September 28, 2001 as they were
held as property assets available for sale.

The Company had  traditionally  advanced funds to  franchisees  and licensees to
assist them in the initial  start-up and further growth of their  business.  The
Company  reserved for such loans based upon  historical  experience  and current
changes in circumstances. Particularly, loans were reserved for when the Company
determined that the loan was uncollectible or when  collectibility of the entire
loan  balance  became  questionable.  Collectability  of a loan  was  considered
questionable when either the Company  anticipated that the relationship  between
the Company and the licensee or franchisee would be terminated, or the volume of
the  licensee or  franchisee  was  inadequate  to repay the loan in a reasonable
period.

As the  Company had  increased  its loan  criteria  and  collection  efforts and
significantly  decreased  the granting of such loans,  the frequency of bad debt
had declined.  Accordingly, bad debt decreased in the period ended September 28,
2001 as compared to the three months ended September 30, 2000.

                                       11
<PAGE>
In August of 2001,  the Company  entered  into a lease for office space to house
five  employees  in the  Cleveland,  Ohio area.  In addition  to the lease,  the
Company  incurred various office expenses to equip the new office with necessary
supplies.  Office expense therefore  increased in the period ended September 28,
2001 as compared to the first quarter of fiscal 2001.

General  insurance  increased in the period ended September 28, 2001 as compared
to the three  months  ended  September  30, 2000 as the  Company  had  purchased
expanded  insurance  in the  fourth  quarter of the prior  fiscal  that is being
expensed over its coverage life.

The Company  incurred higher  advertising  costs in preparation of the Company's
annual  franchisee and licensee  convention in May 2002 and the annual directory
published in the third quarter of each fiscal year.

OTHER INCOME

The Company's other income  decreased by $8,000,  or 12.5%,  from $64,000 in the
three months ended  September 30, 2000 to $56,000 for the period ended September
28, 2001.  The  decrease is  primarily  due to a decrease of $22,000 in interest
income and an increase of $13,000 in the gain on the sale of fixed assets.

INCOME TAXES

The Company's  income taxes were 44.1% and 35.5% of the Company's  income before
taxes  for the  period  ended  September  28,  2001 and the three  months  ended
September  30,  2000,  respectively.  The  difference  in these  rates is due to
certain permanent differences. The Company's income taxes were not significantly
affected by any changes in federal  and state  laws.  However,  tax rates can be
changed at any time based upon legislation.

NET INCOME

The  Company's  net income for the period  ended  September  28, 2001  decreased
$34,000,  or 7.1% from $477,000 for the three months ended September 30, 2000 to
$443,000 in the period ended  September  28,  2001.  The most  significant  item
affecting  net income was an $86,000  increase in income  taxes.  Other  factors
include  an  increase  in  revenue  of  $33,000,   an  increase  of  $57,000  in
compensation and fringe benefits and a $75,000 decrease in service fees.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss on future earnings,  fair values, or future cash
flows  due to  potential  changes  in the  price of a  financial  instrument.  A
financial  instrument's  value may  change as a result of  changes  in  interest
rates,  exchange  rates,  commodity  prices,  equity  prices,  and other  market
changes.  Market  risk  is  inherent  in all  market  risk  sensitive  financial
instruments.

Certain of the debt  recorded by the  Company due to the "push down"  accounting
carries variable rates of interest based on the prime interest rate. The Company
is therefore exposed to market risk associated with these debts.

The Company does not own any financial  instruments that are exposed to interest
income risk or market value risk.

Although the Company wholly owns a Canadian subsidiary,  the cash and short-term
investments  held by the Canadian  subsidiary  are not material to the Company's
operations.  Any foreign currency  fluctuations would not have a material effect
on the Company's financial statements.

                                       12
<PAGE>
                           PART II: OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

From time to time, in the normal course of its business, the Company is named as
a defendant in lawsuits.  The Company does not believe that it is subject to any
such lawsuits or litigation or threatened  lawsuits or litigation that will have
a material adverse effect on the Company or its business.

ITEM 2 - NOT APPLICABLE

ITEM 3 - NOT APPLICABLE

ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

On September  28,  2001,  the Company  held a Special  Meeting of  Shareholders.
Shareholders approved and adopted the Plan and the transactions  contemplated by
the Plan with 6,679,586 affirmative votes, 647,199 against and 8,497 abstaining.

The Company  merged with MM Merger  effective the close of business on September
28, 2001,  with the Company as the  surviving  entity.  As a result,  MMI is the
Company's sole shareholder and trading was halted in the Company's common stock.
The  Company  will  cease to be  subject to the  reporting  requirements  of the
Securities Exchange Act of 1934, as amended, as of December 29, 2001.

Under the terms of the Plan,  each  outstanding  share of the  Company's  common
stock,  other than the shares held by MMI, has been  converted into the right to
receive $1.58 in cash, without interest.

ITEM 5 - OTHER INFORMATION

The  Company  filed a Form 15 on October 1, 2001 to  terminate  its duty to file
reports with the Securities and Exchange Commission under Rule 12g-4(a)(1)(i).

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

The  Company  filed a Form 8-K on  October 2, 2001 to report  the  approval  and
adoption of the Plan and the transactions contemplated by the Plan.

                                       13
<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                      FRONTIER ADJUSTERS OF AMERICA, INC.


Date: November 14, 2001               /s/ John M. Davies
      -----------------               ------------------------------------------
                                      John M. Davies, President, Chief Executive
                                      Officer and Director


Date: November 14, 2001               /s/ Jeffrey R. Harcourt
      -----------------               ------------------------------------------
                                      Jeffrey R. Harcourt, Treasurer, Secretary
                                      and Director


Date: November 14, 2001               /s/ Laurel A. Park
      -----------------               ------------------------------------------
                                      Laurel A. Park, Chief Financial Officer,
                                      Assistant Secretary and Director

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